SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 25, 2000
EARTHWEB INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-25017 13-3899472
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
3 PARK AVENUE, NEW YORK, NEW YORK 10016
(Address of Principal Executive Offices) (Zip Code)
(212) 725-6550
(Registrant's telephone number, including area code)
Item 5 Other Events.
On January 20, 2000 EarthWeb Inc. ("EarthWeb") announced that it had completed
pricing of its previously announced private offering of convertible subordinated
notes, and that the transaction will close on Tuesday, January 25, 2000.
A copy of the press release issued by EarthWeb on January 20, 2000 concerning
the acquisition is filed herewith as Exhibit 99.1 and is incorporated herein by
reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EarthWeb Inc.
Dated: January 25, 2000 By: /s/ Jack D. Hidary
-------------------------------------
Jack D. Hidary
President and Chief Executive Officer
Item 7: Exhibit No. 99.1
NEW YORK, Jan. 20 /PRNewswire/ -- EarthWeb Inc. (Nasdaq: EWBX) today announced
that it has completed pricing of its previously announced private offering of
convertible subordinated notes, and that the transaction will close on Tuesday,
January 25, 2000.
Merrill Lynch & Co. was lead manager for the offering, and Robertson Stephens
was co-manager. Upon close of the transaction, the gross proceeds to the
Company, before fees and expenses associated with the offering, will be $75
million. If the initial purchasers exercise their full 15% over-allotment
option, the gross proceeds, before fees and expenses, will be approximately $86
million.
The notes, which will mature on January 25, 2005, will bear interest at 7.0% per
annum, payable semi-annually, and will be convertible, at the option of the
holder, into shares of the common stock of the Company at a conversion price of
$39.10 per share, or 25.5754 shares for each $1,000 principal amount. The notes
are subject to call by the Company on or after January 25, 2003; prior to
January 25, 2003, the notes are subject to call should the closing price of the
Company's common stock exceed 150% of the conversion price for at least 20
trading days within a period of 30 consecutive trading days.
Proceeds from the Rule 144A offering will be used for general corporate
purposes, including expansion of sales and marketing capabilities, continued
development of business-to-business commerce initiatives, possible strategic
acquisitions or investments, international expansion, technical upgrade of
internal systems and working capital requirements.
The notes will not be registered under the Securities Act of 1933 and may not be
offered or sold in the United States absent registration or an applicable
exemption from the registration requirements under such act. The notes were
offered only to qualified institutional investors pursuant to Rule 144A of the
Securities Act of 1933.
About EarthWeb
EarthWeb Inc. ( www.earthweb.com )(Nasdaq: EWBX) is the leading business portal
for the global information technology industry. EarthWeb's integrated solutions
include its flagship services: earthweb.com, developer.com, datamation.com,
dice.com, Supportsource.com and ITKnowledge.com. EarthWeb connects buyers to
sellers, employers to employees, vendors to customers, and technical
professionals to a wealth of expert knowledge. In 1999, EarthWeb was ranked the
third fastest growing company within Business Week's Info Tech 100. The Info
Tech 100, which includes such industry leaders as Dell Computer and Cisco
Systems, is Business Week's list of "the builders of the new economy."
This press release may be deemed to contain forward-looking information. Any
forward-looking statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Forward-looking
statements, including statements as to industry trends, future economic
performance, anticipated profitability, anticipated revenues and expenses, and
products or service line growth, may be significantly and materially impacted by
certain risks and uncertainties, including, but not limited to, failure to meet
operating objectives or to execute the operating plan, competition, and other
economic factors. Additional risks and uncertainties are described in the
Company's public filings with the Securities and Exchange Commission.
CONTACT: Irene Math, Senior Vice President, Finance, or Constance Melrose,
Director, Investor Relations, ir@earthweb.com, of EarthWeb Inc., 212-725-6550;
or general info., Doug DeLieto, analysts, Jean Young, or media info., Claudine
Cornelis, of The Financial Relations Board, 212-661-8030
SOURCE EarthWeb Inc.
CONTACT: Irene Math, Senior Vice President, Finance, or Constance Melrose,
Director, Investor Relations, ir@earthweb.com, of EarthWeb Inc., 212-725-6550;
or general info., Doug DeLieto, analysts, Jean Young, or media info., Claudine
Cornelis, of The Financial Relations Board, 212-661-8030/